03-22-2011 IGA-EAGLE COUNTY Eagle -Vail Recreational Trail ProjectINTERGOVERNMENTAL AGREEMENT
BETWEEN
THE TOWN OF AVON AND EAGLE COUNTY, COLORADO
CONCERNING THE AVON TO EAGLE -VAIL RECREATIONAL TRAIL PROJECT
THIS INTERGOVERNMENTAL AGREEMENT ( "Agreement ") is entered into by and
between The Town of Avon, a Colorado municipal corporation (hereinafter "Town ") and Eagle
County, a body corporate and politic of the state of Colorado (hereinafter "County ").
Collectively the Town and County shall be referred to as the "Parties ". This Agreement is
entered into and is effective on the day of (��.., 2011.
RECITALS
WHEREAS, C.R.S. 29- 20- 10let.seq. encourages intergovernmental agreements through which
local governments cooperate and participate in joint projects; and
WHEREAS, the Town and County have been working cooperatively to plan for a three phased
recreational public trail project from Avon to Eagle -Vail (collectively the "Project "); and
WHEREAS, Phase I anticipates the design and construction of a trail from Avon Road to Post
Boulevard and the proposed trail lies within the Town and unincorporated Eagle County; and
WHEREAS, Phase II anticipates the design and construction of a trail from Post Boulevard to
the I -70 Off -Ramp at Highway 6 and lies within unincorporated Eagle County; and
WHEREAS, Phase III anticipates the design and installation of a bridge to be located within the
Town; and
WHEREAS, the Town and County jointly applied for grants from Great Outdoors Colorado and
the Colorado Department of Transportation for the construction of portions of the recreational
trail from Avon to Eagle -Vail; and
WHEREAS, Great Outdoors Colorado has awarded funds for the bridge and installation thereof
for phase III; and
WHEREAS, Colorado Department of Transportation has awarded funds for the construction of
Phase I; and
WHEREAS, the Town and County have determined that it is in their best interests to continue to
partner on the Project to capture cost savings and management efficiencies; and
WHEREAS, the Parties desire to enter into this Agreement to define their respective roles and
responsibilities.
AGREEMENT
NOW THEREFORE, in consideration of the mutual rights and obligations as set forth below, the
Parties agree as follows:
SECTION I
DESCRIPTION OF THE PROJECT
1.1 The Project is expected to occur in three phases and is generally depicted on Exhibit A
entitled Eagle Valley Regional Trail System Avon to Eagle Vail which Exhibit is attached
hereto and incorporated herein by reference. The Project location is generally described as
commencing between the Avon Road Bridge in Avon and being established to the east with
an ending point of the traffic signal located at the I -70 /Highway 6 Off -Ramp and generally
paralleling the north side of Highway 6. The Project is planned for land situated in the Town
and unincorporated County and will include design, engineering and construction of a multi-
use recreational trail and trail bridge.
1.2 The Project is comprised of the following phases:
1.2.1 Phase I is generally depicted on Exhibit A. The segment of Phase I from Avon Road to
Stonebridge Road is within the Town and the segment of Phase I from Stonebridge Road to
Post Boulevard is in unincorporated Eagle County.
1.2.2 Phase II is generally depicted on Exhibit A. Phase II is in unincorporated Eagle County
and is planned for Post Boulevard to 1 -70 /Highway 6 Off -Ramp.
1.2.3 Phase III is generally depicted on Exhibit A. Phase III is in the Town and
contemplates the design and installation of a bridge.
1.3 The Parties agree that this Project requires significant coordination and effort between and by
the Parties and that it is impossible to anticipate every issue that might arise in the course of
planning, management, design, engineering and construction of the Project. In light of the
foregoing, each party agrees to work with the other in the spirit of good faith and fair dealing.
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SECTION II
PROJECT FUNDING
2.1 Town and County have approved, budgeted and committed to funding the phases of the
Project as set forth below. Grants have also been awarded as set forth below.
2. 1.1 Phase I (Avon Road to Post Boulevard)
Phase I Preliminary Cost Estimate: $1,074,000
Town of Avon $353,000
Eagle County ECO Trails Fund $366,000
Colorado Department of Transportation $355,000
Phase II (Post Boulevard to I -70 /Hwy 6 Off -Ramp)
Phase II Preliminary Cost Estimate: $525,000
Eagle County Eco Trails Fund $325,000
Eagle Vail Metropolitan District $ 10,000
Phase III (Bridge)
Phase III Preliminary Cost Estimate: $694,000
Town of Avon: $ 77,000
Eagle County ECO Trails Fund: $120,000
Great Outdoors Colorado $497,000
Total Preliminary Project Cost Estimate Engineering and Construction: $2,293,000
Total Available Project Funding upon execution of Agreement: $2,103,000
2.2 The Parties recognize and agree that the funds identified in paragraph 2. 1.1 above will be
available for the Project at different times. Eagle County ECO Trails Funds are available in
2011; Town of Avon has $30,000 available in 2011 and $355,000 available in 2012. The
Great Outdoors Colorado funds are available in and the Colorado Department of
Transportation funds are available in 2011.
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2.3 The Parties agree that the cost estimates set forth in paragraph 2.1.1 for the Project and
each phase are preliminary and subject to change as design and engineering occurs and the
phases of the Project are bid for construction.
2.3.1 In the event that the funds identified above in paragraph 2. 1.1 are not sufficient for
a specific phase of the Project, then:
(a) The Parties shall work together to identify whether there are any cost savings from
within a phase or in other phases that could be applied to the phase with the cost
overruns. If funds are not available from another phase, then the entity in whose
jurisdiction a specific phase of the trail is located shall:
(i) be responsible for such additional costs; or
(ii) may elect to terminate this Agreement with respect to the phase with
the cost overruns, but only so long as such termination can be
accomplished without violating the terms of any grant award.
(b) In the event the cost overruns are Project -wide or associated with a phase located
in both the Town and unincorporated Eagle County, then the Parties agree to work
together in good faith to:
(i) jointly address and fund any cost overruns; or
(ii) jointly agree to terminate this Agreement with respect to the Project or the
phase located within the Town and unincorporated Eagle County, but only so
long as such termination can be accomplished without violating the terms of
any grant award.
2.4 County has applied for a grant from Colorado State Trails to supplement the short fall of
$190,000 which currently exists for Phase II. In the event the grant is not awarded then the
Parties agree to work together to evaluate the budget for the Project and each phase and
determine whether funds are available for Phase Il. In the event there are not sufficient
savings from Phase I and Phase III to help fund Phase II, then County shall determine, in its
sole discretion, whether to proceed with Phase II. Phase I and Phase III may continue
independent and separate from Phase II.
2.5 Construction costs will be funded with approved Town and County funds as set forth in
paragraph 2. 1.1 hereof less funds expended by County for engineering or studies as set forth
below.
2.6 Notwithstanding anything to the contrary contained in this Agreement, no charges shall
be made to either party nor shall any payment be made in excess of the amount for any work
done in respect of any period after December 31of the calendar year of the term of this
Agreement, without the written approval in accordance with a budget adopted by the Board
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of County Commissioners or Town Council in compliance with the provisions of Article 25,
Title 30 of the Colorado Revised Statutes, Local Government Budget Law (C.R.S. 29 -1 -101
et. seq. and Tabor Amendment (Colorado Constitution, Article X, Sec. 20).
SECTION III
MANAGEMENT OF PROJECT TASKS
3.1 PROJECT TEAM AND REPRESENTATIVES
3. 1.1 The Parties agree that the Town of Avon Engineering Department staff and Eagle
County ECO Trails Department staff and Eagle County Engineering Department staff shall
serve as the project team. Shane Pegram will serve as the Project Representative for the
Town and Ellie Caryl will be the Project Representative for the County.
3.2 ENGINEERING
3.2.1 The Parties agree to jointly select an engineering firm through a public solicitation
process. Town and County will jointly prepare a request for proposals which shall include a
scope of services and evaluation process for selecting an engineering firm. The scope of
services will include engineering and surveying to the level of detail necessary for permit
approvals, construction bidding and construction. The scope of services shall also include an
itemization of engineering services and costs for each phase and any other services deemed
necessary by the Project team.
3.2.2 Engineering costs for the Project are preliminarily estimated at ten percent (10 %) of
the total estimated Project cost. Pre - construction engineering costs shall be paid from the
Eagle County ECO Trails Funds. The Parties acknowledge that the preliminary engineering
cost estimate for the Project does not include engineering which may occur during
construction, including but not limited to, construction project management and project
inspection. Engineering costs incurred during construction shall be funded by the parties as
part of the construction costs. In the event it is determined that engineering costs will exceed
preliminary engineering cost estimates, the Town and County will address the matter as set
forth in paragraph 2.3.1 above.
3.2.3 County will contract with the engineering firm selected by the Parties to perform
engineering services for the Project. Town will be named as a third party beneficiary of that
contract. County will provide Town with an opportunity to review and comment on the
contract for engineering services. While the Parties agree to work together in good faith, in
the event of a dispute about whether to incorporate a comment or change proposed by the
Town to the engineering contract, County shall have the authority to make the final decision
on contract language, in its reasonable discretion so as not to delay the Project schedule.
3.2.4 County will manage and administer the engineering contract with assistance from
the Town. While the Parties agree to work together in good faith, in the event of a dispute
associated with the management or administration of the engineering contract, County shall
have the authority to make the final decision in its reasonable discretion so as not to delay the
Project schedule.
3.2.5 The Parties agree to waive any claims against each other associated with the
selection, preparation and administration of the engineering contract. Further, the Parties
agree to waive and hold harmless each other from any defects or deficiencies in the
engineering services. Neither party is waiving any claims that might arise against the
engineer.
3.3 CONSTRUCTION BIDDING AND CONTRACTS
3.3.1 Construction of each phase of the Project shall be separately bid and contracted to
ensure compliance with grant documents.
3.3.2 The Parties agree to jointly select the contractor for Phase I and will jointly prepare
and agree to the bid package and contract documents for Phase I. All documents shall be
prepared in compliance with applicable laws and the terms and requirements of any grant
award.
3.3.3 The Town will contract with the contractor selected by the Parties for Phase I using
the documents jointly approved by the Parties. The warranty for Phase I will be detailed in
the construction contract. Due to the fact that the trail to be constructed in Phase I will be
located in the Town and unincorporated Eagle County, each party must specifically review
and approve warranty language and process for Phase I. Eagle County shall be a third party
beneficiary with respect to the Phase I construction contract with the right to enforce the
warranty or other contract provisions for work affecting County land.
3.3.4 The portion of Phase I located in unincorporated Eagle County will be included in
the Phase I bid documents pursuant to the grant documents.
3.3.5 Phase II may or may not be bid concurrently by County. Phase II is not currently
subject to grant assurances or requirements and will be managed under separate construction
agreements and contracts. Phase II will be bid using County bidding and contract
documents.
3.3.6. Phase III may or may not be bid concurrently by Town. Phase III will be bid using
Town bidding and contract documents and shall be prepared in compliance with applicable
laws, and the terms and requirements of any grant award.
3.3.6 In the event that construction bids exceed estimated Project costs, then the Town
and County will address the matter as set forth in paragraph 2.3.1 above.
3.3.7 The Project will be designed and constructed in accordance with applicable
standards from the Eagle Valley Regional Trails Plan 2001, AASHTO and CDOT
specifications.
3.3.8 The Parties agree to waive any claims against each other associated with the
selection, preparation and administration of the construction contract(s). Neither party is
waiving any claims that might arise against any contractor or third party.
3.4 CONSTRUCTION FUNDING
3.4.1 Approved Town and County Project funds will be allocated for construction of each
phase as set forth in paragraph 2.2.1 of this Agreement, less amounts actually expended for
engineering services and studies in each phase by County.
3.4.2 Town will receive and administer grants from Great Outdoors Colorado and the
Colorado Department of Transportation ( "Grants ") for the construction of Phase I and Phase
III. Town will be the responsible, lead party on both Grants and shall act as the lead agency
for all reporting and processing as may be required. Grant funds will be applied to the
construction phase of the Project only. Grant funds will not be used for Project engineering to
avoid conflict with the terms of the grant awards.
3.4.3 Town will pay for construction of Phase I and Phase III and will seek
reimbursement pursuant to the terms of the Grants.
3.4.4 Town will seek reimbursement from County for Phases I and III on a monthly basis
by submitting to County invoices in a form to be agreed to by County and Town with
sufficient detail for County finance department and auditors. County's reimbursement to
Town during construction shall not exceed the County approved funds as set forth in
paragraph 2.2.1 of this Agreement, less amounts actually expended for engineering services
and studies in each phase by County.
3.4.5 In the event of cost increases during the construction of any phase, the Parties agree
that the terms of paragraph 2.3.1 shall apply.
3.5 CONSTRUCTION MANAGEMENT
3.5.1 Town and County will jointly manage and administer the construction contract for
Phase I. Town and County will consult with each other prior to making any decisions which
might materially impact Phase I or the Project.
3.5.2 County alone will manage and administer the construction contract for Phase I1.
Town will be available to assist as needed.
3.5.3 Town alone will manage and administer the construction contract for Phase 11I.
County will be available to assist as needed.
3.5.4 Town and County will conduct weekly construction management meetings upon
commencement of Phase I construction.
3.6 PROJECT OWNERSHIP AND MANAGEMENT UPON COMPLETION
3.6.1 Town will own, manage and maintain Phase I from Avon Road to Stonebridge
Road, and all of Phase III.
3.6.2 County will own, manage and maintain Phase I from Stonebridge Road to Post
Boulevard and all of Phase Il.
3.6.3 The parties agree that maintenance means to sweep the trail monthly from April
through November, plow snow regularly, inspect the trail monthly, clear vegetation from
within two feet of trail edges and provide 10 foot overhead clearance, control weeds, clean
culverts as needed, empty trash containers and remove trash from adjacent ground, repaint
pavement markings as needed, repair asphalt cracks, holes, shoulder erosion, signs, furniture and
other trail accessories as needed. Bridge inspection and repairs shall be the responsibility of the
Town of Avon.
3.6.3 Each party grants the other access over those portions of the trail owned by it so
that each party can reach its portion of the trail for maintenance purposes. This paragraph shall
survive termination of this Agreement.
7 ACCOUNTING AND REPORTING COST OF ASSETS
3.7.1 Each party shall maintain for a minimum of three years, adequate financial records
for reporting to the other on the performance of responsibilities hereunder. Each party shall be
subject to audit by state, county or town auditors or their designees. Each party authorizes the
other to perform audits or to make inspections during normal business hours, upon 48 hours
notice. Each party shall fully cooperate in the event of an audit or inspection.
3.8 EASEMENTS /OTHER AGREEMENTS AND WORK
3.8.1 In addition to the pre - construction engineering work, County will pay for the
preparation of studies required under the grant agreements for each Phase. Like the pre -
construction engineering, such payments for the studies shall be deducted from the amounts to be
paid by County during construction. In no event shall County be obligated beyond the amounts
set forth in 2. L I unless specifically agreed to in writing.
3.8.2. The Parties will work together to obtain any license agreements, special use
permits, easements or other approvals necessary for Project completion.
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SECTION IV
INDEMNIFICATION, INSURANCE AND GOVERNMENTAL IMMUNITY
4.1 INDEMNITY. To the extent permitted by law, each party shall indemnify, defend
and hold harmless the other including its, agents, officers, servants and employees of and
from any and all loss, costs, damage, injury, liability, claims, liens demands, action and
causes of action whatsoever, including attorney fees, arising out of or related to its
negligent acts or omissions.
4.2 INSURANCE. The County and the Town shall each provide their own public
liability, property damage, and errors and omissions insurance coverage as each party
may deem adequate and necessary for any potential liability arising from this
Agreement.
4.3 NO WAIVER OF GOVERNMENTAL IMMUNITY. Nothing in this Agreement
shall be construed to waive, limit, or otherwise modify any governmental immunity that
may be available by law to either party, its officials, employees, contractors,' or agents,
or any other person acting on behalf of either party and, in particular, governmental
immunity afforded or available pursuant to the Colorado Governmental Immunity Act,
Title 24, Article 10, Part 1 of the Colorado Revised Statutes.
SECTION V
TERM AND TERMINATION
5.1 This Agreement will be effective as of the day and year first set forth above and will
terminate on December 31, 2011. This Agreement shall automatically renew for one year
terms (December 31 of each succeeding year) until December 31, 2013 unless earlier
terminated as set forth herein.
5.2 If either party fails to substantially perform the duties and obligations in accordance
herewith, the other party may terminate this Agreement upon seven (7) days written
notice to that party, unless that party cures the breach within the seven (7) day remedy
period. Either party may terminate this Agreement without cause upon thirty (30) days
written notice. Not later than 60 days prior to the January 1, 2014, representatives of the
parties shall meet to consider necessary or desirable changes in the terms of this
Agreement, if any.
5.3 Notwithstanding the foregoing, neither party may terminate this Agreement with
respect the Project as a whole or any phase, if such termination would cause a violation
of the terms of a grant agreement. In the event of termination, the Parties will pay
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amounts due and owing for work satisfactorily performed to the date of termination and
will close out grants in accordance with their terms.
SECTION VI
MISCELLANEOUS
6.1 NOTICES AND PAYMENTS. All notices, bills and payments shall be made in
writing and may be given by personal delivery or by mail. Notices, bills, payments sent
by mail should be addressed as follows:
Eagle County
Attn: Ellie Caryl
P.O. Box 1070
Gypsum, CO 81637 Hand deliver: 3289 Cooley Mesa Road, Gypsum
Phone: 970 - 328 -3523
Town of Avon
Attn: Shane Pegram
P.O. Box 975
Avon, CO 81620 Hand deliver: One Lake Street, Avon
Phone: 970 - 748 -4114
6.2 MODIFICATION. This Agreement contains the entire agreement between the
parties, and no agreement shall be effective to change, modify, or terminate in whole or
in part unless such agreement is in writing and duly signed by the party against whom
enforcement of such change, modification, or termination is sought.
6.3 NO THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement is
intended to or shall create a contractual relationship with, cause of action in favor of, or
claim for relief for, any third party, including any agent, sub - consultant or sub - contractor
of Town or County. Absolutely no third party beneficiaries are intended by this
Agreement.
6.4 NO ASSIGNMENT. Neither party shall assign this Agreement without the prior
written consent of the other. Either party may terminate this Agreement if the other
assigns this Agreement without the prior written consent of the other.
6.5 JURISDICTION AND VENUE. This Agreement shall be interpreted in accordance
with the laws of the state of Colorado and the Parties agree to submit to the jurisdiction
of the courts thereof. Venue shall be in the Eagle County District Court.
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6.6 INVALIDITY. Invalidity or unenforceability of any provision of this Agreement
shall not affect the other provisions hereof, and this Agreement shall be construed as if
such invalid or unenforceable provision was omitted.
6.7 COMPLIANCE WITH LAW. Each party shall comply with all applicable federal,
state and local rules, regulations and laws.
IN WITNESS WHEREOF, Each party, by signature below of its authorized
representative, hereby acknowledges that it has read this Agreement, understands it and
agrees to be bound by its terms and conditions.
Attest:
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Teak Simonton, County Clerk
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AttPct•
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EAGLE COUNTY, COLORADO
By and through its Board of County
Commissioners
By:
Jon Stavney, Chairman
TOWN OF AVON
By:
Rich Carroll, Mayor